Panda And ABcann Medicinals Announce Increase In Concurrent Subscription Receipt Financing And Also Announce Results of Annual General Meeting

OTTAWA, April 12, 2017 (GLOBE NEWSWIRE) — Panda Capital Inc. (NEX:PDA.H) (the “Company”) today announces an increase in the size of its concurrent subscription receipt financing (the “Financing”), as previously announced by press release dated March 23, 2017 and in the Company’s filing statement dated March 31, 2017 (the “Filing Statement”). The Financing is being undertaken in connection with the proposed reverse takeover (the “Transaction”) of the Company by ABcann Medicinals Inc. (“ABcann”), which is intended to constitute the Company’s Qualifying Transaction (as defined in the policies of the TSX Venture Exchange (the “TSXV”)). Canaccord Genuity Corp. (“Canaccord Genuity”) and PI Financial Corp. (“PI Financial” and, together with Canaccord Genuity, the “Agents”) have agreed to act as co-lead agents in respect of the Financing.

The Financing as previously announced was to consist of the issuance of 10,000,000 subscription receipts of the Company (each, a “Subscription Receipt”) at a price of $0.80 per Subscription Receipt for gross proceeds of $8,000,000. The Company now intends to issue a total of 12,875,000 Subscription Receipts at a price of $0.80 per Subscription Receipt for gross proceeds of $10,300,000. As previously announced, the Agents will also be granted an over-allotment option to acquire such number of additional Subscription Receipts as is equal to 15% of the Subscription Receipts sold under the Financing (the “Over-Allotment Option”). The Over-Allotment Option will be exercisable until the closing of the Financing. Additional details regarding the terms of the Transaction and the Financing are included in the Filing Statement.

As a result of the increase in the Financing, the number of common shares in the capital of the Company (each, a “Share”) outstanding at the closing of the Transaction will increase from that shown in the Filing Statement, such that there will be 97,203,024 Shares outstanding on completion of the Transaction (or 99,134,274 if the Over-Allotment Option is exercised in full).

The following table sets out information respecting the Company’s expected sources of cash following the completion of the Transaction. The amounts shown in the table are estimates only and are based upon the information available to the Company and ABcann as of the date hereof:

The additional funds will largely be allocated towards additional developments in connection with the expansion of the Vanluven Facility. The following table sets out information respecting the Company’s intended principal uses of funds for the 12 months following the completion of the Transaction. The intended uses of funds may vary based upon a number of factors and variances may be material. The amounts shown in the table are estimates only and are based upon the information available to the Company and ABcann as of the date hereof:

The table below sets out the differences in the fully diluted share capital of the Company after giving effect to the increase to the Financing, as compared to the disclosure included in the Filing Statement. For additional information with respect to the amounts set out in the table below, please refer to the section entitled “Information Concerning the Resulting Issuer – Fully Diluted Share Capital” in the Filing Statement.

The Subscription Receipts to be issued under the Financing, and the Shares into which the Subscription Receipts will be exercised, will be legended with a hold period in accordance with applicable securities laws and, if required, the policies of the TSXV. None of the securities to be issued pursuant to the Financing have been or will be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities, in any jurisdiction in which such offer, solicitation or sale would require registration or otherwise be unlawful.

Results of Annual General and Special Meeting

The Company also announces the results of its annual general and special meeting of shareholders held on March 30, 2017 (the “Meeting”).

The Company put forward nine resolutions to be voted on by shareholders at the Meeting, including resolutions: (i) to elect directors of the Company, effective as of the closing of the Meeting; (ii) assuming completion of the Transaction, to increase the number of directors of the Company and approve the election of a new slate of directors effective as of the closing of the Transaction; (iii) to approve a name change of the Company to “ABcann Global Corporation”, or such other name as may be approved by the board of directors of the Company; (iv) to ratify the appointment of MNP LLP as auditor of the Company for the years ended December 31, 2014, 2015 and 2016; (v) to approve the appointment of MNP LLP as auditor of the Company for the year ending December 31, 2017; (vi) to approve the adoption of a new stock option plan; (vii) to approve the adoption of a restricted share unit plan; (viii) to approve the adoption of new bylaws that contain an advance notice provision with respect to the process for shareholder nominations of directors; and (ix) to ratify and approve all acts of the directors and officers of the Company since the last general meeting of the shareholders. The resolutions were outlined in the Company’s management information circular dated February 27, 2017, which is available under the Company’s profile on SEDAR at www.sedar.com.

A total of 1,622,347 of the 2,812,500 outstanding Shares were voted at the Meeting, representing 57.8% of the outstanding Shares. All of the Shares were voted unanimously in favour of all matters to be approved at the Meeting.

For further information, please contact Aaron Keay by phone at (604) 323-6911 or by email at aaron@informcapital.com.

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